NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

DENVER, CO – May 10, 2017 – TrackX Holdings Inc. (TSX VENTURE: TKX) (“TrackX” or the “Company”) is pleased to announce, further to its news releases dated April 20 and April 24, 2017, that it has completed its bought deal private placement (the “Offering”) of 13,684,210 units (the “Units”) of the Company with a syndicate of investment dealers led by Haywood Securities Inc. and including Canaccord Genuity Corp. and Paradigm Capital Inc. (collectively, the “Underwriters”) for gross proceeds of $5.2 million.

Each Unit comprises of one common share of the Company (a “Common Share”) and half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant is exercisable to acquire one Common Share (a “Warrant Share”) for a period of twenty four (24) months following the closing date of the Offering at an exercise price of $0.55 per Warrant Share, subject to adjustment in certain events. The expiry date of the Warrants may be accelerated by the Company at any time following the six-month anniversary of the closing date of the Offering and prior to the expiry date of the Warrants if the volume-weighted average trading price of the Common Shares is greater than $0.75 for any twenty (20) consecutive trading days, at which time the Company may accelerate the expiry date of the Warrants by issuing a press release announcing the reduced warrant term whereupon the Warrants will expire on the 20th calendar day after the date of such press release.

In connection with the Offering, the Underwriters received a cash commission of 8% of the gross proceeds of the Offering not including subscriptions received from purchasers on the Company’s president’s list, and 7.5% of the aggregate gross proceeds of the Offering on subscriptions received from purchasers on the president’s list. As additional consideration, the Company issued to the Underwriters non-transferable compensation warrants entitling the Underwriters to purchase up to 1,066,052 compensation units (each a “Compensation Unit”) at any time on or before May 10, 2019 at an exercise price of $0.55 per Compensation Unit, subject to adjustment and acceleration in certain events. Each Compensation Unit is exercisable to acquire one Common Share and one-half of one Warrant. The Warrants issuable upon exercise of the Compensation Units will be issued on the same terms as the Warrants issued under the Offering. Haywood Securities Inc., as lead underwriter, also received a corporate finance fee payable by $50,000 in cash and 131,578 Common Shares.
The Company intends to use the net proceeds of the Offering to accelerate the Company’s growth initiatives and fulfilment of its pipeline of customer implementations, potential acquisitions and general working capital purposes.

All securities issued in connection with the Offering are subject to a four month hold period expiring September 11, 2017.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registrations or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About TrackX

TrackX, based in Denver, Colorado, is an enterprise Industrial Internet of Things (IIoT) software platform provider leveraging multiple auto-ID technologies for the comprehensive management of physical assets. TrackX’s Global Asset Management for the Enterprise (G.A.M.E.) enables the IIoT by providing unique item level tracking, workflow processing, event management, alerts and powerful analytics to deliver solutions across a growing number of industries. This platform creates unprecedented visibility and business intelligence of man-to-machine and machine-to-machine interaction. TrackX delivers significant value to a growing list of Fortune 500 companies and for customers in industries such as transportation, beverage, brewery, healthcare, hi-tech, hospitality, mining, agriculture, horticulture, manufacturing and government.

For more information, please contact:

Knox Henderson, TrackX Holdings Inc.   
khenderson@trackx.com
778-373-2003

Sean Peasgood, Sophic Capital
Sean@SophicCapital.com
416-565-2805

Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. All statements that address future plans, activities, events or developments that the Company believes, expects or anticipates will or may occur including the Company’s anticipated pipeline and value of current and customer deployments and future opportunities are the managements best estimates and cannot be guaranteed or relied upon and is forward-looking information.   There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements in this news release, whether as a result of new information, future events or otherwise, except as required by law.